U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                  FORM 10-KSB


(Mark One)

[  X  ]ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

             For the fiscal year ended December 31, 2004

OR

[      ]TRANSITION  REPORT  UNDER SECTION  13  OR  15(d)  OF
        THE SECURITIES EXCHANGE ACT OF 1934

             For the transition period       to

             Commission file number 0-6933

                              CAMBEX CORPORATION
             (Name of small business issuer in its charter)


Massachusetts                                    04 244 2959
(State or other                                  (I.R.S. Employer
jurisdiction of                                  Identification No.)
incorporation or
organization)

115 Flanders Road                                01581
Westborough, Massachusetts                       (Zip Code)
(Address of principal
executive offices)

Issuer's telephone number:  508-983-1200

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.10 par value

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes  _X   No __

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.   [ X   ]

State issuer's revenues for its most recent fiscal year. $3,317,029

An Exhibit Index setting forth the exhibits filed herewith or incorporated by
reference herein is included herein at Page A-1.

<PAGE>

The aggregate market value of the voting stock held by non-affiliates of
Cambex Corporation as of March 24, 2005 was $1,409,541 based on the closing
price of the common stock on that date.

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes X_   No __

The number of shares of Cambex Corporation's preferred stock outstanding as of
March 24, 2005: 215,463.

The number of shares of Cambex Corporation's common stock outstanding as of
March 24, 2005: 18,729,189.

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                                    PART I

                              Item 1.  Business.

Overview

A Massachusetts corporation formed in 1968, we are a designer and supplier of
data storage products and solutions. Our products include memory for computing
systems and fibre channel connectivity and storage products used to build
storage area networks (SANs).

We design, manufacture, and market memory products that enhance the
performance and reliability of computing systems and networking devices.  We
have been selling memory products to our customers since 1970.  A processor's
memory is used to hold temporary instructions and data needed to execute
tasks.  This enables the computer's CPU to access instructions and data
quickly.  After upgrading a processor's memory, the computer will process data
faster, because it will need to access its slower secondary storage (i.e., the
disk drive) less frequently.  We provide memory upgrade solutions for all of
the major servers and workstations manufactured by IBM, Sun and Hewlett-
Packard.  Adding additional memory is both application transparent and the
most cost-effective solution for eliminating many system performance
bottlenecks.

We began developing our current fibre channel SAN product business in 1997.
SANs enhance and simplify the centralized management and sharing of data
storage resources while providing improved availability, scalability,
performance, and disaster recovery. SANs have been enabled by the emergence of
fibre channel, a new generation of server to storage communications
technology. We develop and offer fibre channel host bus adapters and hubs,
high availability software, fibre channel disk storage arrays and management
software for the deployment of SAN solutions.  By reselling fibre channel
hardware and software products from leading manufacturers, together with our
internally developed products, we are able to offer customers a complete
interoperable SAN solution.

Founded in 1968, we have more than 35 years experience in providing
electronic data storage products and solutions.  For more than 30 years we
were a supplier of IBM compatible mainframe computer memory having supplied
memory and related products for seven generations of IBM mainframe computers.
In 1997, in order to diversify our revenue stream as the mainframe memory
market collapsed in the mid-1990s, we entered the fibre channel connectivity
and disk array business.

We sell our products domestically and internationally directly to end users
and through OEM, systems integrator, and value added reseller (VAR) channels.
We sell our memory products directly to end users and through VARs.  Our SAN
products are sold through OEM, systems integrator and VAR channels and to a
limited extent directly to end users.

Our executive offices are located at 115 Flanders Road, Westborough,
Massachusetts 01581.  Our telephone number is (508) 983-1200.  Our Web site
is located at http://www.cambex.com.

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                             Industry Background

In today's information-based economy, a company's information and
databases are central to the value of the enterprise. The volume of business-
critical data generated, processed, and stored has grown dramatically over the
last decade.  As a result, the ability to quickly access and manage large
amounts of stored data is one of the most important challenges for
organizations.

Memory

A computer typically accesses stored data from its own internal memory,
internal hard disk drive, or external storage device such as a disk storage
array or tape library.  Memory provides the best performance, but is also the
most expensive per storage unit (megabyte).  Data retrieval from memory is
more than 1000 times faster than retrieval from a disk drive.  As CPU
processing power is doubling every 18 months, data retrieval from disk storage
is increasingly becoming a performance bottleneck.  As a result, applications
and users spend much of their time waiting for the retrieval of data resulting
in lowered productivity.  Recognizing the performance limitations of disk-
based storage, the major server vendors have rearchitected their systems and
processors to allow more data to be stored and accessed directly from memory.
High-end servers from the major vendors (IBM, Sun Microsystems, Hewlett-
Packard) now support more than 512 gigabytes of internal main memory.  The
need for fast data access, new servers with large memory capacities, and the
decrease in memory prices is driving demand for memory upgrades.

Memory upgrades for high volume computing systems and devices are typically
packaged as memory modules which conform to standards defining dimensions,
capacity, performance, interface and pin-out. We offer a broad range of
standard memory upgrades, including single in-line memory modules ("SIMMs"),
dual in-line memory modules ("DIMMs") and small outline DIMMs ("SO DIMMs").
Memory modules are compact circuit board assemblies consisting of dynamic
random access memory ("DRAM") chips, which constitute the main memory of a
computer system.

Unlike memory for high volume computing systems, memory upgrades for high-end
servers and mainframes typically involve proprietary designs.  At the high-
end, vendors focus on maximizing the performance, reliability, and diagnostic
capabilities of the unique processor-to-memory architecture of their flagship
products.  This often results in proprietary memory module designs
incorporating custom logic to support very high-speed memory bus protocols,
error detection and correction, and self-test capabilities.

Memory upgrades for computing systems and networking devices are available
from the original equipment manufacturer as well as from third party memory
vendors. In addition to competing with each other, third party vendors
primarily compete with the original equipment manufacturers by providing fully
compatible memory at a much lower price.

Storage Area Networks

Large quantities of business critical data are typically stored on external
disk storage arrays. These disk arrays are either directly attached to the
computer server or are accessed through a network connection. Due to the
significant volume of data being stored in today's business environment,
traditional direct attached and network attached architectures often do not
adequately support the requirements of data-intensive enterprises. In response
to the demand for high-speed and high-reliability storage-to-server
connectivity, the fibre channel interconnect protocol was developed in the

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early 1990s.

A storage area network is a network of servers and data storage devices
interconnected via fibre channel at gigabit speeds. SANs provide an open,
extensible platform for storage access in data intensive environments like
those used for web hosting, online transaction processing and data
warehousing. Equally important, SANs can be significantly less expensive to
maintain and expand than traditional storage architectures because they enable
shared, high-speed access to stored data as well as centralized management.

SANs use several basic components to make up the network, including the
following:

	servers and workstations;
	fibre channel host bus adapters;
	fibre channel hubs and/or switches;
	disk and/or tape storage devices;
	copper or fiber optic cables; and
	management software.

All the components must work together to deliver a functional SAN environment.

Each server connects to a SAN through host bus adapters, which are printed
circuit cards that fit in standard sockets on computer motherboards and
enable high-speed data transfer. A host bus adapter connects the server to
other devices in a SAN via cables. The cables connect the host bus adapter
either directly to a fibre channel disk array or tape library or to a hub or a
switch. Because fibre channel host bus adapter functions are regulated by
software, each host bus adapter must include software designed to work with
the particular operating system being used by the server/storage solution.
These systems typically include all types of UNIX as well as Linux and Windows
based operating systems.

Hubs and switches are devices that direct the flow of data from one computing
device to another. When connecting multiple servers to one or more storage
devices, a hub or switch is used to create a fibre channel network. Hubs and
switches simplify cabling and allow the non-disruptive addition or removal of
servers or storage devices from the storage area network.

                               Our Products

Memory Products

We offer a wide range of memory for the add-in memory market. Our add-in
memory is used to upgrade workstations, servers, mainframes, printers,
routers, and other high volume computing and networking products. Our memory
is packaged as memory modules which conform to standards defining dimensions,
capacity, performance, interface and pin-out.  We offer a broad range of
standard memory upgrades, including single in-line memory modules ("SIMMs"),
dual in-line memory modules ("DIMMs") and small outline DIMMs ("SO DIMMs").
Memory modules are compact circuit board assemblies consisting of dynamic
random access memory ("DRAM") chips, which constitute the main memory of a
computer system.

We provide memory upgrade solutions for most of the major servers and
workstations manufactured by IBM, Sun and Hewlett-Packard.  We also sell
memory upgrades for laser printers and Cisco routers.  Our memory products are
designed to the same exacting specifications as original system memory and in
most cases are identical in fit, form and function.

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Fibre Channel SAN Products

We are a developer, manufacturer and reseller of fibre channel products that
enable users to deploy SANs. We have developed a family of host bus adapters,
hubs and software that provide increased bandwidth and availability when
deploying mission-critical SANs. Our fibre channel disk arrays allow the
storage of large amounts of online data in a high performance, high
availability environment. By offering other SAN products, including disk
arrays, tape drives and libraries, switches, routers, and software, from other
leading manufacturers, we are able to deliver a complete, tested and
interoperable SAN solution to our customers when required.

Technology

We possess multi-disciplinary technological expertise, which we utilize in
designing our memory and SAN products.

Our expertise in designing memories includes (1) high-availability memory
architecture and design including chip and board level sparing; (2) ASIC
design utilizing high-speed semiconductor technologies and high-density
packaging; and (3) comprehensive manufacturing test procedures - incorporating
functional, thermal, voltage, and mechanical stress.

Our expertise in developing fibre channel SAN products includes software
design and development, embedded hardware design, system design, and systems
integration. We believe that our expertise in these technologies provides us
with competitive advantages in time-to-market, price/performance,
interoperability and product capabilities.

At our principal offices in Westborough, Massachusetts, we have established
a systems integration lab to provide comprehensive functional and system
level integration/interoperability testing between our fibre channel host bus
adapters, hubs, disk arrays, and software with various computer platforms and
fibre channel systems. Integration testing at our lab combines our products
with various fibre channel SAN components to simulate the most commonly used
functional configurations defined by our customers.  The overall goal
is to ensure enterprise class performance and interoperability in real world
SAN deployments.

                                  Customers

We sell our products to OEMs, resellers and directly to end-users. In 2003 and
2004, our largest customers included Hewlett-Packard, StorageTek and Lockheed
Martin.

In the year ended December 31, 2004, our top five customers accounted for
approximately 36% of our total net revenues, and, in the year ended December
31, 2003, our top five customers accounted for approximately 23% of our total
net revenues. During 2004, two customers exceeded 10% of total revenues.
During 2003, no customer exceeded 10% of total revenues. There is no assurance
that current customers will remain our customers in the future and the loss of
a major customer could have a material effect on our business.

                           Customer Service and Support

We offer customer service and support programs that include telephone
and on-site support 24 hours a day, seven days a week. In addition, we have
designed our products to allow easy diagnostics and administration. We employ
systems engineers for pre- and post-sales support and technical support
engineers for field support.

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                              Sales and Marketing

We sell our memory products principally to Fortune 1000 corporations, mid-
level businesses, government institutions and resellers. Our sales strategy is
to employ a business-to-business sales model that provides factory direct
orders to end users and resellers. We will continue to focus significant
direct sales efforts on Fortune 1000 enterprises. This sets us apart from most
of our major competitors in the memory upgrade business who sell through
reseller channels. Our goal is to establish ourselves as the vendor of choice
for filling the majority of the memory upgrade needs within large
corporations. Our marketing strategy consists primarily of telemarketing.

We sell our fibre channel SAN products domestically and internationally to
OEMs, systems integrators, and VARs as well as directly to end users in the
United States. We target OEMs, systems integrators, and VARs who resell
complete SAN solutions to end-users. Our sales and marketing strategy will
continue to focus on the development of these indirect channel relationships.

Our marketing efforts are focused on increasing awareness of our fibre
channel products, promoting SAN-based solutions, and advocating industry-wide
standards and interoperability. We plan to participate in industry
associations to promote and further enhance fibre channel technology and
increase our visibility as industry experts. We also plan to participate in
select trade show events and SAN conferences to promote our products and to
continue our efforts to educate potential customers on the value of SANs.

                       Manufacturing, Test and Assembly

We outsource the majority of our manufacturing, and we conduct quality
assurance, manufacturing, engineering, documentation control and certain
finish assembly and test operations at our headquarter facility in
Westborough, Massachusetts. This approach enables us to reduce fixed costs and
to provide flexibility in meeting market demands.

We select suppliers primarily on the basis of technology, manufacturing
capacity, quality and cost. Our reliance on third-party suppliers and
manufacturers involves risks, including possible limitations on availability
of products due to market abnormalities, unavailability of, or delays in
obtaining access to, certain product technologies and the absence of complete
control over delivery schedules, manufacturing yields, and total production
costs. The inability of our suppliers and third party manufacturers to deliver
products of acceptable quality and in a timely manner or our inability to
procure adequate supplies of our products could have a material adverse effect
on our business, financial condition or operating results.

                             Research and Development

Our success will depend to a substantial degree upon our ability to
develop and introduce in a timely fashion new products and enhancements to
our existing products that meet changing customer requirements and emerging
industry standards. We have made, and plan to continue to make, expenditures
for research and development and to participate in the development of
industry standards. However, because our net revenues declined in four of the
five most recently completed fiscal years, our expenditures for research and
development are significantly lower than the amount we expended for research
and development five years ago. Over the last two fiscal years, our
research and development expenses were approximately $690,000 in 2004,
compared to $660,000 in 2003. Research and development expenses primarily
consist of salaries and related costs of employees engaged in ongoing
research, design and development activities and subcontracting costs.

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                                   Competition

The markets in which we compete are intensely competitive and are
characterized by frequent new product introductions, changing customer
preferences and evolving technology and industry standards. Our competitors
continue to introduce products with improved price/performance
characteristics, and we will have to do the same to remain competitive.
Increased competition could result in significant price competition, reduced
revenues, lower profit margins or loss of market share, any of which would
have a material adverse effect on our business, operating results and
financial condition.

Our principal competitors in the memory upgrade business are the computer
system original equipment manufacturers (OEMs) and third party memory vendors.
The major system OEMs we compete against are International Business Machines
Corporation, Sun Microsystems, Hewlett-Packard, and Dell.  The major third
party memory vendors we compete against are Kingston Technology and Dataram.

Our principal competitors in the fibre channel SAN market include Emulex
Corporation, QLogic Corporation and International Business Machines
Corporation.

Some of our OEM and reseller customers could develop products internally that
would replace our products. The loss of opportunities to sell our products to
any such OEM and reseller customers, in addition to the increased competition
presented by these customers, could have a material adverse effect on our
business, operating results and financial condition.

                               Intellectual Property

The intellectual property rights we have in our technology, which generally
consists of programmable hardware logic, software and know-how associated with
our product portfolio, principally arise from our own internal development
efforts. We attempt to protect our technology through a combination of
unpatented trade secrets, trademarks and contractual obligations. Our software
products are protected by copyright laws. We cannot assure that our
intellectual property protection measures will be sufficient to prevent
misappropriation of our technology or that our competitors will not
independently develop technologies that are substantially equivalent or
superior to our technology. In addition, the laws of many foreign countries do
not protect our intellectual property rights to the same extent as the laws of
the United States. Our failure to protect our proprietary information could
have a material adverse effect on our business, financial condition or
operating results.

We may need to initiate litigation in the future to enforce our intellectual
property rights, to protect trade secrets or to determine the validity and
scope of the proprietary rights of others. Litigation could result in
substantial costs and diversion of our resources and could materially harm our
business. In the future, we may receive notice of infringement claims of other
parties' proprietary rights. Infringement or other claims could be asserted or
prosecuted against us in the future, and it is possible that such assertions
or prosecutions could harm our business. Any such claims, with or without
merit, could be time-consuming, result in costly litigation and diversion of
technical and management personnel, cause delays in the development and
release of our products, or require us to develop non-infringing technology or
enter into royalty or licensing arrangements. Such royalty or licensing
arrangements, if required, may not be available on terms acceptable to us, or
at all. For these reasons, infringement claims could materially harm our
business.

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                                     Employees

At March 24, 2005, we had 15 employees. None of our employees are represented
by a labor union. We have not experienced any work stoppages and consider our
relations with our employees to be good.



                        Item 2.  Description of Property.

We currently lease approximately 15,000 square feet in an office facility in
Westborough, Massachusetts pursuant to a lease that expires on June 30, 2009.


                          Item 3.  Legal Proceedings.

There are no material legal proceedings pending against us. We are involved in
certain legal proceedings arising in the ordinary course of business. We
believe that the outcome of these proceedings will not have a material adverse
effect on our financial condition.


          Item 4.  Submission of Matters to a Vote of Security Holders.

None.

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                                   PART II


     Item 5.  Market for Common Equity and Related Stockholder Matters.



Our common stock is listed for quotation on the over the counter bulletin
board, under the symbol "CBEX".  The approximate number of shareholders of
record at March 24, 2005 was 504. The following table sets forth the range of
the high and low closing bid prices for our common stock for each quarter
during the years ended December 31, 2004 and December 31, 2003:



                                      2004                     2003

                               High        Low          High        Low

       First Quarter           0.35        0.20         0.19        0.13
       Second Quarter          0.24        0.10         0.68        0.14
       Third Quarter           0.13        0.06         0.68        0.41
       Fourth Quarter          0.16        0.07         0.43        0.26




We have not paid any cash dividends to date, and have no intention of paying
any cash dividends on our common stock in the foreseeable future. The
declaration and payment of dividends is subject to the discretion of the
board of directors and to certain limitations imposed by the Massachusetts
Corporation Laws. The timing, amount and form of dividends, if any, will
depend, among other things, on our results of operations, financial
condition, cash requirements and other factors deemed relevant by our board
of directors.

The series 1 bridge note purchase agreement provides that we may not pay cash
dividends as long as the series 1 bridge note remains outstanding.  With the
consent of the holder of the series 1 bridge note and as long as we are not in
default, we may pay dividends to preferred shareholders in accordance with our
articles of organization and we may repurchase shares of our common stock
issued upon the exercise of options granted under our stock option plans.

Set forth in chronological order is information regarding securities
convertible into or exercisable for shares of our common stock issued by
Cambex within the past three years:

In April through July 2002, we borrowed $125,000 from Joseph F. Kruy and
$50,000 from Richard E. Calvert.  We also entered into separate Loan and
Security Agreements with Messrs. Kruy and Calvert. Our payment obligations
under these Loan and Security Agreements (the "2002 Loan Agreements") are
evidenced by 12% Notes due in April through July 2003.  Under the 2002 Loan
Agreements, we granted each of Messrs. Kruy and Calvert a first priority
security interest in all of our accounts, instruments, documents, general
intangibles, equipment, inventory, and proceeds of any of the foregoing.
Under the terms of the 2002 Loan Agreements, Messrs. Kruy and Calvert received
a warrant to purchase up one share of common stock for each dollar loaned to
us, at an exercise price of $0.25 per share. We believe that the borrowing
arrangements we made with Mr. Kruy and others were on terms at least as
favorable to us as we would have expected from lenders unrelated to us. On
June 28, 2002, in transactions exempt under Section 4(2) of the Securities

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Act, Joseph F. Kruy, Richard E. Calvert, H. Terry Snowday, Jr., and Philip
Hankins converted Loan and Security Agreements with an aggregate principal
amount of $1,000,000 plus accrued interest into Series A Convertible Preferred
stock. They were issued 98,223 shares of Series A Convertible Preferred stock.
The Series A Convertible Preferred shares have a dividend rate of 12%. The
purchase price per share of the Series A Convertible Preferred stock was
$12.50. The Series A Preferred stock is convertible into shares of common
stock, at any time at the holder's option. The holders of the 98,223 shares of
Series A Preferred stock could convert their preferred shares into 982,230
shares of common stock. In June through August 2003, we borrowed $200,000 from
Joseph F. Kruy.  We also entered into Loan and Security Agreements with Mr.
Kruy. Our payment obligations under these Loan and Security Agreements (the
"2003 Loan Agreements") are evidenced by 12% Notes due in June through August
2004.  Under the 2003 Loan Agreements, we granted Mr. Kruy a first priority
security interest in all of our accounts, instruments, documents, general
intangibles, equipment, inventory, and proceeds of any of the foregoing. We
believe that the borrowing arrangements we made with Mr. Kruy were on terms at
least as favorable to us as we would have expected from lenders unrelated to
us.  As of March 24, 2005, the balance outstanding under Loan and Security
Agreements is $475,000 of which $325,000 is owed to Joseph F. Kruy and $50,000
is owed to Richard E. Calvert.

Joseph F. Kruy, Philip C. Hankins, Richard E. Calvert and H. Terry Snowday,
Jr. are all accredited investors and have provided us written representations
to that effect.

We had no repurchases of equity securities in the fourth quarter of 2004.

     Item 6.  Management's Discussion and Analysis or Plan of Operation.


The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with our consolidated
financial statements and related notes appearing elsewhere in this
Form 10-KSB.  Please refer to "Special Note Regarding Forward-Looking
Statements" for additional information.


Comparison of fiscal years 2004 and 2003

Our revenues were $3,317,000 and $9,528,000 for 2004 and 2003, respectively.
Revenues for 2004 decreased 65% compared to revenues for the prior year due to
decreased memory product sales by our discontinued subsidiary which was
partially offset by increased sales of our fibre channel connectivity
products. The decreased memory sales were primarily the result of selling our
WINTEL business.

Gross profit rate was 64% of revenues in 2004, compared to 40% of revenues in
2003. The increase was due to the product mix as there are higher gross
margins on our fibre channel connectivity products and software than our
memory products.

Operating expenses in 2004 decreased by 53% in comparison to operating
expenses in the prior year.  Selling and General and Administrative expenses
for 2004 decreased by 78% and 14% respectively compared to the amount of these
expenses in 2003 due to reductions in personnel and related expenses of our
subsidiary.

Other income (expense) in 2004 includes $793,000 of income from the sale by
our subsidiary of a portion of its customer information and rights to do
business with said customers with respect to WINTEL business, $275,000 of loss

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from discontinuance of operations, $100,000 of final foreign currency
translation adjustment, $350,000 of income from the write-off of accrued
liabilities and $205,000 of interest expense. Other income (expense) in 2003
consists of other income of $98,000 relating to the reversal of accrued
expenses and $252,000 of interest expense.

Total comprehensive income for 2004 was $1,145,000 or $0.06 per share, as
compared with total comprehensive income of $119,000, or $0.01 per share, for
2003.


Critical Accounting Policies

Revenue Recognition

We manufacture equipment for sale or lease.  We follow the guidance in Staff
Accounting Bulletin ("SAB") 104 in applying generally accepted accounting
principles to revenue recognition in consolidated financial statements. We
include items in revenue when the following criteria are met: persuasive
evidence of an arrangement exists, delivery has occurred or services have been
rendered, our price to the buyer is fixed or determinable and collectibility
is reasonably assured. The "obligations for trade-in memory" were determined
in each contract when we took mainframe memory in trade when we installed our
mainframe memory in our customers' computers. The amount remaining in this
account is an obligation for product credit which was established when
mainframe memory was traded-in for the purchase of memory.

Stock-Based Compensation

SFAS No. 123, "Accounting for Stock-Based Compensation", encourages but does
not require companies to record compensation cost for stock-based employee
compensation plans at fair value.  We have chosen to continue to account for
such plans using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25.  Accordingly, compensation cost for stock
options is measured as the excess, if any, of the quoted market price of our
stock at the date of grant over the exercise price of the stock (See Note 10).

Recent Accounting Pronouncements

In November 2004, the Financial Accounting Standards Board issued SFAS
No. 151, "Inventory Costs, an Amendment of ARB No. 43, Chapter 4." SFAS No.
151 amends Accounting Research Bulletin No. 43, Chapter 4, to clarify that
abnormal amounts of idle facility, freight, handling costs and wasted
materials (spoilage) should be recognized as current period charges. In
addition, this statement requires that allocation of fixed production
overheads to the costs of conversion be based on the normal capacity of the
production facilities. This statement is effective for inventory costs
incurred in the first annual reporting period beginning after June 15, 2005.
Management does not believe the adoption of SFAS No. 151 will have a material
impact on the Company's financial position or results of operations.

In December 2004, the Financial Accounting Standards Board issued SFAS No.
123R "Share-Based Payment", which replaces SFAS No. 123 and supersedes APB
Opinion No. 25. SFAS No. 123R will require the compensation cost relating to
share-based payment transactions to be recognized in financial statements. The
cost will be measured based on the fair value of the equity or liability
instruments issued. SFAS No. 123R is effective for small business issuers in
the first interim or annual reporting period that begins after December 15,
2005. Management does not believe the adoption of SFAS No. 123R will have a
material impact on the Company's financial position or results of operations.

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In December 2004, the Financial Accounting Standards Board issued
SFAS No. 153, "Exchange of Nonmonetary Assets", which is an amendment to APB
Opinion No. 29. The guidance in APB Opinion No. 29, "Accounting for
Nonmonetary Transactions", is based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of the assets
exchanged. The guidance in that opinion, however, included certain exceptions
to that principle. This statement amends APB Opinion No. 29 to eliminate the
exception for nonmonetary exchanges of similar productive assets and replaces
it with a general exception for exchanges of nonmonetary assets that do not
have commercial substance. A nonmonetary exchange has commercial substance if
the future cash flows of the entity are expected to change significantly as a
result of the exchange. The adoption of SFAS No. 153 is not expected to have a
material impact on our financial position or results of operations.

Inflation

We did not experience any material adverse effects in 2003 or 2004 due to
general inflation.

Liquidity and Capital Resources

During 2004, net cash provided by operating activities was $902,130. Net cash
provided by investing activities, related to sale of customer information and
rights, was $70,000. Net cash used in financing activities was $826,639,
relating primarily to repayments under the line of credit and loan agreement.

We have a loan and security agreement with B.A. Associates, Inc. which is a
corporation owned by Bruce D. Rozelle, a son-in-law of Joseph F. Kruy, our
Chairman, President and Chief Executive Officer under which we may borrow up
to $1,100,000. The outstanding balance due to B.A. Associates, Inc. was
$791,923 at December 31, 2004.  We also have notes payable of $724,643 at
December 31, 2004 which include $475,000 of advances payable which are due on
demand. The $475,000 of advances payable includes $375,000 of borrowings from
related parties. The notes payable balance of $249,643 includes $150,000 of
the series 1 bridge financing note and $99,643 of accounts payable converted
to notes payable.

Our cash was $314,000 and $269,000 at December 31, 2004 and December 31, 2003,
respectively. Working capital was a deficit of $4,324,000 and $5,772,000 at
December 31, 2004 and at December 31, 2003, respectively. During 2004, we did
not expend any funds for capital equipment. During fiscal 2005, we expect to
acquire less than $100,000 of capital equipment.

Our profitability and liquidity depends upon being able to maintain present
revenue and gross profit levels. Management has also been working to secure
additional capital. There is no assurance that such capital will be raised.


Forward-Looking Statements

The statements contained in "Management Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere throughout this Annual
Report on Form 10-KSB that are not historical facts are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements are subject to certain risks and uncertainties which could cause
actual results to differ materially from those reflected in the forward-
looking statements. These forward-looking statements reflect management's
analysis, judgment, belief or expectation only as of the date hereof. We
undertake no obligation to publicly revise these forward-looking statements to
reflect events or circumstances that arise after the date hereof or to

13
<PAGE>

publicly release the results of any revisions to such forward-looking
statements that may be made to reflect events or circumstances after the date
hereof. In addition to the disclosure contained herein, readers should
carefully review any disclosure of risks and uncertainties contained in other
documents we file or have filed from time to time with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934.


            Item 7.  Financial Statements.

See financial statements, beginning at page F-2, incorporated herein by
reference.


            Item 8.   Changes in and Disagreements with Accountants on
                     Accounting and Financial Disclosure.

None.


            Item 8A. Controls and Procedures

Our principal executive officer and principal financial officer, Joseph F.
Kruy, has evaluated the effectiveness of our disclosure controls and
procedures and concluded that there are no significant deficiencies in the
design or operation of internal controls which could adversely affect our
ability to record, process, summarize and report financial data and has
determined that there are no material weaknesses in internal controls. There
were no significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our
most recent evaluation.

14
<PAGE>

                                   PART III


       Item 9. Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act.

The following table shows the name, age and position of each of our
executive officers and directors.

Name                             Age    Position

Joseph F. Kruy (1)               73     President, Chief Executive Officer,
                                        Treasurer and Chairman of the Board
                                        and a Director
Philip C. Hankins (1)(2)         73     Director
C.V. Ramamoorthy, Ph.D. (1)(2)   78     Director
Robert J. Spain, Ph.D. (1)(2)    67     Director
Lois P. Lehberger                48     Clerk, Vice President and Controller
___________________
(1)	Member of the Compensation Committee.
(2)	Member of the Audit Committee.



Joseph F. Kruy has served as our President, Chief Executive Officer and a
member of our board of directors since our inception in 1968.  Mr. Kruy has
served as our Chairman of the Board since October 1975.  Mr. Kruy holds a
B.S. and a Diploma Engineering degree in electrical engineering from the
Technical University of Budapest.

Philip C. Hankins has been a member of our board of directors since 1975.
Since 1975 Mr. Hankins has been the President of Charter Information
Corporation, an information processing company.  Mr. Hankins holds a B.S. in
mechanical engineering from Cornell University and a M.S. from Harvard
University.

C.V. Ramamoorthy, Ph.D. has been a member of our board of directors since our
inception in 1968.  Since prior to 1995, Dr. Ramamoorthy has been a Professor
of Electrical Engineering and Computer Sciences at the University of
California Berkeley.  Dr. Ramamoorthy holds a B.S. in physics from the
University of Madras, India, a M.S. in mechanical engineering from the
University of California Berkeley and a M.S. and a Ph.D. from Harvard
University.

Robert J. Spain, Ph.D. has been a member of our board of directors since
1995.  Dr. Spain was also our Vice President of Research from 1969 to 1977.
Since prior to 1995, Dr. Spain has been the President of CFC, Inc., an
electronic component manufacturing company.  Dr. Spain holds a B.S.E.E. and a
M.S.E.E. from the Massachusetts Institute of Technology and a Doctor of
Science from Paris, Sorbonne.

Lois P. Lehberger joined Cambex in June 1978 and has served as our controller
since August 1998, and our Vice President since November 1999.  Mrs. Lehberger
was appointed clerk in May 2001. Mrs. Lehberger is responsible for our
accounting and financial control functions.  Mrs. Lehberger holds a B.A. in
economics and accounting from the College of the Holy Cross.

15
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's officers and directors, and persons who own more than ten percent of
a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership of common stock (Forms 3, 4 and 5) with the
Securities and Exchange Commission. Officers, directors and greater-than-ten-
percent holders are required to furnish the Company with copies of all such
forms, which they have filed.

	Based solely upon a review of Forms 3 and Forms 4 furnished to the
Company during the most recent fiscal year, and Forms 5 with respect to its
most recent fiscal year, we believe that all such forms required to be filed
pursuant to Section 16(a) of the Exchange Act were timely filed, as necessary,
by the officers, directors and security holders required to file the same
during the fiscal year ended December 31, 2004.



                      Item 10.  Executive Compensation.

The following table provides certain summary information concerning
compensation awarded to, earned by, or paid to our Chief Executive Officer and
each of our other executive officers for services rendered to Cambex in all
capacities during the fiscal years ended December 31, 2004 and December 31,
2003.

Summary Compensation Table
                                      Annual                 Long Term
                                   Compensation(1)       Compensation Awards
Name and Position            Year  Salary      Bonus         Options(#)

Joseph F. Kruy               2004  $200,000(2) $25,087(2)       -
Chairman, President and CEO  2003  $200,000(2)    -             -

Lois P. Lehberger            2004  $ 80,000       -             -
Vice President,              2003  $ 80,000       -             -
Controller and Clerk

(1)The columns for "Other Annual Compensation" and "All Other
   Compensation" have been omitted because there is no such compensation
   required to be reported.

(2)Includes $125,087 and $100,000 for which payment has been deferred
   in 2004 and 2003, respectively.


Stock Options

The following table contains information concerning the grant of stock options
under our Year 2000 Equity Incentive Plan to the executive officers named in
the Summary Compensation Table. Each of the option grants listed below vests
in five equal installments on the first through the fifth anniversaries of the
date of grant.

16
<PAGE>

Option Grants in Last Fiscal Year

Individual Grants


                  Number of     % of Total
                  Securities      Options
                  Underlying    Granted to     Exercise
                   Options     Employees in      Price    Expiration
Name                 (#)        Fiscal Year    ($/Share)     Date

Joseph F. Kruy         -             -             -           -

Lois P. Lehberger      -             -             -           -


Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option
Value
                                                                 Value of
                                                                Unexercised
                                            Number of           In-the-money
                                            Options at           Options at
                                         December 31,2004 December 31,2004(1)
               Shares Acquired    Value     Exercisable/         Exercisable/
Name           on Exercise(#)    Realized  Unexercisable       Unexercisable

Joseph F. Kruy         -            -          -/-                  -/-

Lois P. Lehberger      -            -    124,500/30,000           180/-

(1) The closing price of our Common Stock on December 31, 2004 was
    $0.16 per share.  The numbers shown reflect the value of options
    accumulated over all years of employment.


Employment Contracts and Termination Agreements

We entered into an employment agreement with Joseph F. Kruy on November
18, 1994.  An extension of the term of this employment agreement to December
31, 2006 was approved by our board of directors in April 2003. Under his
employment agreement, Mr. Kruy is engaged to serve as our Chairman of the
Board, President and Chief Executive Officer.  Except for illness, reasonable
vacations and other customary exceptions, during the term of the agreement,
Mr. Kruy is to devote all of his working time and attention to the performance
of his duties and responsibilities at Cambex.  Mr. Kruy is to be
paid a minimum annual base salary of $200,000 per year.  Mr. Kruy is also
entitled to participate in our Incentive Bonus Plan and is eligible to
receive an annual bonus up to 4% of our pre-tax profit, as that term is
defined in the Incentive Bonus Plan.  If Mr. Kruy voluntarily terminates his
employment with us, he is entitled to receive his base annual compensation
through the date of termination and any amount that he may be entitled to
receive under the Incentive Bonus Plan in accordance with the terms of that
Plan.  If, after Mr. Kruy voluntarily terminates his employment with us, he
accepts employment during the remaining then current term of his agreement
with an entity that directly competes with us, then we may cease paying Mr.
Kruy any further amounts.  If we terminate Mr. Kruy's employment for reasons
other than for cause or if we give another person either the title or the
powers of the Chief Executive Officer, then Mr. Kruy is entitled to continue
to receive his annual base salary through the end of the then current term of
the agreement, and is entitled to receive any incentive bonus that would have

17
<PAGE>

been earned under the Incentive Bonus Plan during the fiscal year in which
his employment was terminated.  If, following termination of Mr. Kruy's
employment with us, he accepts employment elsewhere before December 31, 2006,
then we do not have to continue to pay Mr. Kruy for the year ending December
31, 2006.  Moreover, if on the date of termination of Mr. Kruy's employment
with us, our assets are in the hands of a receiver, an assignee for the
benefit of creditors, trustee in bankruptcy, debtor-in-possession or other
entity for the benefit of creditors or if our consolidated net worth is less
than our consolidated net worth at December 31, 1999, then we have no
obligation to pay Mr. Kruy any amount after termination of his employment.

We compensate our non-employee directors with an annual fee of $10,000 and a
fee of $1,000 for each meeting of the board of directors attended. In August
1998, the board of directors authorized the non-employee director compensation
to be converted from cash to shares of our common stock at a price of $0.25
per share, or 50% of the fair market value, whichever is greater. To date, no
shares have been issued to the non-employee directors as compensation for
services as a member of the board of directors.


  Item 11.  Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters.

The following table presents information regarding the beneficial ownership of
Cambex's common stock as of March 24, 2005, by:

      each person, or group of persons, known to us to be the beneficial owner
      of more than five percent of our outstanding shares of common stock;
      each of our directors;
      each of our executive officers; and
      all current directors and officers of Cambex as a group.

Unless otherwise noted in the table, the address for each person listed in the
table is c/o Cambex Corporation, 115 Flanders Road, Westborough, MA 01581.

Name and Address         (#)Shares of Common
of Beneficial Owner    Stock Beneficially Owned(1)    Percent of Class(2)

Joseph F. Kruy (3)              5,366,176          		 27.4%

Estate of Richard E. Calvert(4) 3,206,586           		 16.0
 c/o Huntington National Bank
 1227 East Front Street
 Traverse City, MI 49685

H. Terry Snowday, Jr.(5)        1,887,302           		  9.9
 7784 East Shore Road
 Traverse City, MI 49686

Bruce D. Rozelle(6)             1,700,000            		  8.3
 9 Webster Circle
 Sudbury, MA 01776

Peter J. Kruy (7)               1,597,164            		  8.2

SovCap Equity Partners, Ltd.(8) 1,423,670            		  7.1
 Cumberland House
 #27 Cumberland St.
 P.O. Box CB-13016
 Nassau, New Providence
 The Bahamas

18
<PAGE>

Philip C. Hankins (9)             380,220            		  2.0

C.V. Ramamoorthy                   99,156            		   *

Robert J. Spain                     -0-              		   *

Lois P. Lehberger (10)            124,500            		   *

All directors and executive
officers as a group
(5 persons) (11)                5,970,052           		 29.8


_______________
*		Represents beneficial ownership of less than 1%.

(1) Beneficial ownership for purposes of the table is determined in
accordance with the rules of the Securities and Exchange Commission and is
not necessarily indicative of beneficial ownership for any other purpose.  In
computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of common stock issuable upon the
exercise of options and warrants held by that person that are currently
exercisable or exercisable within 60 days following March 24, 2004 (May 23,
2004) are deemed to be outstanding. These shares, however, are not considered
outstanding for purposes of computing the percentage ownership of any other
person.  Except as indicated in the footnotes, we believe that the persons and
entities named in the table have sole voting and sole investment power with
respect to all shares beneficially owned by them, subject to community
property laws where applicable.

(2) Percentage of ownership is based on 18,729,189 shares of common stock
outstanding as of March 24, 2005.

(3) Includes 610,103 shares of common stock issuable upon exercise of stock
purchase warrants exercisable within 60 days following March 24, 2005 (or by
May 23, 2005).  Includes 270,200 shares of common stock issuable upon
conversion of Series A Preferred stock issued in 2002. This number also
includes 56,250 shares held by the Kruy Family Trust, for which Mr. Kruy's
wife and children are the beneficial owners.  Mr. Kruy disclaims beneficial
ownership of these shares.  Of these shares of common stock, 979,239 are
subject to the terms of a stock pledge agreement dated as of January 18, 2000
(the "Kruy Pledge Agreement"), among Joseph F. Kruy, Cambex and SovCap Equity
Partners, Ltd., Arab Commerce Bank Ltd., and Correllus International Ltd.
Provided that Cambex is not in default under the series 1 bridge note purchase
agreement dated as of January 18, 2000 (the "Bridge Note Purchase Agreement"),
among Cambex and SovCap Equity Partners, Ltd., Arab Commerce Bank Ltd., and
Correllus International Ltd., the series 1 bridge financing notes issued
pursuant to the Bridge Note Purchase Agreement, or the Kruy Pledge Agreement,
Mr. Kruy has the right to vote the pledged shares.

(4) Includes 812,000 shares issuable upon exercise of stock purchase warrants
exercisable within 60 days following March 24, 2005 (or by May 23, 2005).
Also, includes 469,200 shares of common stock issuable upon conversion of
Series A Preferred stock issued in 2002.

(5) Includes 312,000 shares issuable upon exercise of stock purchase warrants
exercisable within 60 days following March 24, 2005 (or by May 23, 2005). Some
of these warrants are held by family members and Mr. Snowday disclaims
beneficial ownership of those shares. Includes 107,610 shares of common stock
issuable upon conversion of Series A Preferred stock issued in 2002.

19
<PAGE>

(6) Consists of 1,700,000 shares issuable upon exercise of stock purchase
warrants exercisable within 60 days following March 24, 2005 (or by May 23,
2005) held by B.A. Associates. Bruce Rozelle, a son-in-law of Joseph F. Kruy,
has both voting and investment control over B.A. Associates. Mr. Rozelle
disclaims beneficial ownership of these shares.

(7) Includes 960,164 shares owned by CyberFin Corporation, a corporation
wholly owned by Peter J. Kruy, 135,000 shares subject to currently
exercisable options, and 500,000 shares issuable upon exercise of stock
purchase warrants exercisable within 60 days following March 24, 2005 (or by
May 23, 2005). Of these shares of common stock, 730,228 are subject to
the terms of a stock pledge agreement dated as of January 18, 2000 (the
"CyberFin Pledge Agreement"), among CyberFin, Cambex, and SovCap Equity
Partners, Ltd., Arab Commerce Bank Ltd., and Correllus International Ltd.
Provided that Cambex is not in default under the Bridge Note Purchase
Agreement, the series 1 bridge financing notes, or the CyberFin
Pledge Agreement, CyberFin has the right to vote the pledged shares.

(8) Includes 1,215,032 shares issuable upon the conversion of Series B
Preferred stock. Mr. Barry Herman, the President of SovCap Equity Partners,
Ltd. has both voting and investment control over these shares. Mr. Herman
disclaims beneficial ownership of these shares.

(9) Includes 140,000 shares of common stock issuable upon exercise of
stock purchase warrants exercisable within 60 days following March 24, 2005
(or by May 23, 2005). Includes 135,220 shares of common stock issuable upon
conversion of Series A Preferred stock issued in 2002.

(10) Consists of 124,500 shares subject to options exercisable within 60 days
following March 24, 2005 (or by May 23, 2005).

(11) Includes 1,280,023 shares subject to options and warrants exercisable
within 60 days following March 24, 2005 (or by May 23, 2005) and stock
issuable upon conversion of Series A Preferred stock. See footnotes (3)through
(10) above.

Solely for the purpose of calculating the aggregate market value of voting
stock held by non-affiliates of the Company as set forth on the Cover Page, it
was assumed that only directors and executive officers on the calculation date
together with spouses and dependent children of such persons constituted
affiliates.




          Item 12.  Certain Relationships and Related Transactions.



On March 29, 2002, Joseph F. Kruy, Richard E. Calvert, H. Terry Snowday, Jr.
and a person unrelated to the company converted their 10% Subordinated
Convertible Promissory Notes and accrued interest into common stock. They were
issued 7,540,871 shares of common stock at $0.22 per share. As of December 31,
2002 none of the 10% Notes remained outstanding.

On November 9, 1998, we entered into a Loan and Security Agreement with
B.A. Associates, Inc. (BAA), which is a corporation owned by Bruce Rozelle, a
son-in-law of Joseph F. Kruy, our Chairman, President and Chief Executive
Officer.  This Loan and Security Agreement, as amended by a First Amendment to
Loan and Security Agreement dated March 15, 1999, and further amended through

20
<PAGE>

December 27, 2001 (as so amended, the "BAA Loan Agreement"), allows us to
borrow up to $1,100,000, which is the maximum that may be outstanding at any
one time. Under the BAA Loan Agreement, we granted BAA a first priority
security interest in all of our accounts, instruments, documents, general
intangibles, equipment, inventory, and proceeds of any of the foregoing.  We
are obligated to pay all amounts that we receive from collections of our
accounts receivable to BAA not less frequently than each week until the
outstanding loan amount plus interest, which accrues at a 12% annual rate, is
fully paid.  Under the terms of the BAA Loan Agreement, originally BAA
received a warrant for the purchase of 1.3 million shares of common stock, at
an exercise price of $0.22 per share.  In consideration for increasing the
amount of available funds, the Company agreed to issue an additional warrant
to BAA for the purchase of 400,000 shares of our common stock, at an exercise
price of $1.25 per share.  We believe that the borrowing arrangements we made
with BAA were on terms at least as favorable to us as we would have expected
from lenders unrelated to us and relatives of Mr. Kruy.

In April through July 2002, we borrowed $125,000 from Joseph F. Kruy and
$50,000 from Richard E. Calvert.  We also entered into separate Loan and
Security Agreements with Messrs. Kruy and Calvert. Our payment obligations
under these Loan and Security Agreements (the "2002 Loan Agreements") are
evidenced by 12% Notes due in April through July 2003.  Under the 2002 Loan
Agreements, we granted each of Messrs. Kruy and Calvert a first priority
security interest in all of our accounts, instruments, documents, general
intangibles, equipment, inventory, and proceeds of any of the foregoing.
Under the terms of the 2002 Loan Agreements, Messrs. Kruy and Calvert received
a warrant to purchase up one share of common stock for each dollar loaned to
us, at an exercise price of $0.25 per share. We believe that the borrowing
arrangements we made with Mr. Kruy and others were on terms at least as
favorable to us as we would have expected from lenders unrelated to us. On
June 28, 2002, in transactions exempt under Section 4(2) of the Securities
Act, Joseph F. Kruy, Richard E. Calvert, H. Terry Snowday, Jr., and Philip
Hankins converted Loan and Security Agreements with an aggregate principal
amount of $1,000,000 plus accrued interest into Series A Convertible Preferred
stock. They were issued 98,223 shares of Series A Convertible Preferred stock.
The Series A Convertible Preferred shares have a dividend rate of 12%. The
purchase price per share of the Series A Convertible Preferred stock was
$12.50. The Series A Preferred stock is convertible into shares of common
stock, at any time at the holder's option. The holders of the 98,223 shares of
Series A Preferred stock could convert their preferred shares into 982,230
shares of common stock. In June through August 2003, we borrowed $200,000 from
Joseph F. Kruy.  We also entered into Loan and Security Agreements with Mr.
Kruy. Our payment obligations under these Loan and Security Agreements (the
"2003 Loan Agreements") are evidenced by 12% Notes due in June through August
2004.  Under the 2003 Loan Agreements, we granted Mr. Kruy a first priority
security interest in all of our accounts, instruments, documents, general
intangibles, equipment, inventory, and proceeds of any of the foregoing. We
believe that the borrowing arrangements we made with Mr. Kruy were on terms at
least as favorable to us as we would have expected from lenders unrelated to
us.  As of December 31, 2004, the balance outstanding under Loan and Security
Agreements is $475,000 of which $325,000 is owed to Joseph F. Kruy and $50,000
is owed to Richard E. Calvert.

21
<PAGE>

  Item 13.  Exhibits and Reports on Form 8-K.

       (a)   The following documents are filed as part of this report:

             (1)   The financial statements listed in the index to
                   financial statements appearing at page F-1 of this
                   report, which index is incorporated in this item by
                   reference.

             (2)   See the exhibit index following on page A-1.


        (b)  None.


                Item 14. Principal Accountant Fees and Services.

Audit Fees

The aggregate fees we agreed to pay Sullivan Bille, P.C. for professional
services rendered for the audit of the Company's annual financial statements
on Form 10-KSB and the review of financial statements included in Form 10-QSB
for the year ended December 31, 2004 is up to $57,500 and for the year ended
December 31, 2003 was $58,400.

Audit Related Fees

There were no fees billed in 2004 and 2003 for assurance and related services
provided by the Company's principal accountants.

Tax Fees

During 2004, there were no fees billed for tax compliance, tax advice, and tax
planning professional services rendered by the Company's principal accountants
and during 2003, $1500 was billed for tax compliance.

All Other Fees

There were no fees billed in 2004 and 2003 for products and other services
provided by the Company's principal accountants.


The Audit Committee approved 100% of the fees paid to the principal
accountants for audit-related, tax and other fees. The Audit Committee pre-
approves all non-audit services to be provided by the auditor in accordance
with the Audit Committee Charter.

There were no hours expended on the principal accountant's engagement to audit
the Company's financial statements for 2004 that were attributed to work
performed by persons other than the principal accountant's full time,
permanent employees.

22
<PAGE>

                                EXHIBIT INDEX

The following exhibits are filed herewith or incorporated by reference herein.

Exhibit

3.1	Restated Articles of Organization of Cambex Corporation (included as
Exhibit 3.1 to the Company's Registration Statement on Form SB-2,
declared effective with the Commission on November 7, 2000, Reg. No.
333-43294, and incorporated herein by reference).

3.2	Restated By-laws of Cambex Corporation (included as Exhibit 3.2 to the
Company's Registration Statement on Form SB-2, declared effective with
the Commission on November 7, 2000, Reg. No. 333-43294, and
incorporated herein by reference).

3.3 Series A Preferred Stock Certificate of Designations (included as Exhibit
10.37 to the Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2002 and incorporated herein by reference).

3.4 Series B Preferred Stock Certificate of Designations (included as Exhibit
10.39 to the Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2002 and incorporated herein by reference).

4.1	Specimen Stock Certificate (included as Exhibit 4.1 to the Company's
Registration Statement on Form SB-2, declared effective with the
Commission on November 7, 2000, Reg. No. 333-43294, and incorporated
herein by reference).

4.2	Registration Rights Agreement among the Company and the Purchasers
identified therein (the "Sovereign Purchasers") dated as of January 18,
2000 (included as Exhibit 4.1 to the Company's Amendment to Quarterly
Report on Form 10-Q/A for the quarter ended April 1, 2000, and
incorporated herein by reference).

4.3	Registration Rights Agreement between the Company and SovCap Equity
Partners, Ltd. dated as of June 28, 2002 (included as Exhibit 4.3 to the
Company's Registration Statement on Form SB-2, filed with the Commission on
November 25, 2002 and incorporated herein by reference).

10.1	Employment Agreement between Joseph F. Kruy and the Company,
dated as of November 18, 1994 (included as Exhibit 10.1 to the
Company's Amendment to Quarterly Report on Form 10-Q/A for the quarter
ended April 1, 2000, and incorporated herein by reference).

10.2	Incentive Bonus Plan (included as Exhibit 10.2 to the Company's
Registration Statement on Form SB-2, declared effective with the
Commission on November 7, 2000, Reg. No. 333-43294, and incorporated
herein by reference).

10.3	1987 Combination Stock Option Plan (included as Exhibit 10.8 to
the Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1987, and incorporated herein by reference).

                                       A-1

23
<PAGE>

                           EXHIBIT INDEX(CONTINUED)

10.4	2000 Equity Incentive Plan (included as Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1999, and incorporated herein by reference).

10.5	Series 1 Bridge Note Purchase Agreement among the Company and the
Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit
10.7 to the Company's Amendment to Quarterly Report on Form 10-Q/A for
the quarter ended April 1, 2000, and incorporated herein by reference).

10.6	Escrow Agreement among the Company, the Sovereign Purchasers and
Suntrust Bank, Atlanta dated as of January 6, 2000 (included as Exhibit
10.8 to the Company's Amendment to Quarterly Report on Form 10-Q/A for
the quarter ended April 1, 2000, and incorporated herein by reference).

10.7	Placement Agent Agreement between the Company and Sovereign
Capital Advisors, LLC ("Sovereign Advisors") dated as of January 18, 2000
(included as Exhibit 10.9 to the Company's Amendment to Quarterly
Report on Form 10-Q/A for the quarter ended April 1, 2000, and
incorporated herein by reference).

10.8	Guaranty Agreement among Joseph F. Kruy, the Company and the
Sovereign Purchasers dated as of January 18, 2000. (included as Exhibit 10.10
to the Company's Amendment to Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).

10.9	Guaranty Agreement among CyberFin Corporation, the Company and
the Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit
10.11 to the Company's Amendment to Quarterly Report on Form 10-Q/A for
the quarter ended April 1, 2000, and incorporated herein by reference).

10.10	Stock Pledge Agreement by Joseph F. Kruy in favor of the
Sovereign Purchasers dated as of January 18, 2000  (included as Exhibit
10.12 to the Company's Amendment to the Quarterly Report on Form 10-Q/A
for the quarter ended April 1, 2000, and incorporated herein by
reference).

10.11	Stock Pledge Agreement by CyberFin Corporation in favor of the
Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit
10.13 to the Company's Amendment to the Quarterly Report on Form 10-Q/A
for the quarter ended April 1, 2000, and incorporated herein by
reference).

10.12	Series 1 Bridge Financing Note in favor of Arab Commerce Bank
Ltd. dated as of February 9, 2000 (included as Exhibit 10.22 to the
Company's Amendment to the Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).

10.13	Common Stock Purchase Warrant in favor of Arab Commerce Bank Ltd.
dated as of February 9, 2000 (included as Exhibit 10.24 to the
Company's Amendment to the Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).

10.14	Loan and Security Agreement, as amended, by and between the
Company and BA Associates, Inc. (included as Exhibit 10.27 to the Company's
Registration Statement on Form SB-2 filed with the Commission on November 29,
2000, Reg. No. 333-50936, and incorporated herein by reference.)


                                    A-2

24
<PAGE>

                          EXHIBIT INDEX(CONTINUED)

10.15 Fifth Amendment to Loan and Security Agreement, as amended, by and
between the Company and B.A. Associates, Inc., dated as of December 27, 2000
(included as Exhibit 10.28 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, and incorporated herein by reference).

10.16 Form of Warrant Certificate between the Company and B.A. Associates,
Inc. (included as Exhibit 10.29 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000, and incorporated herein by
reference).

10.17 Sixth Amendment to Loan and Security Agreement, as amended, by and
between the Company and B.A. Associates, Inc., dated as of December 27, 2001
(included as Exhibit 10.30 to the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2001 and incorporated herein by
reference).

10.18 Stock Purchase and Sale Agreement dated as of January 31, 2002 by
and among Cambex Corporation, Super PC Memory, Inc., Son T. Pham,
Simon Le and Richard G. Schaefer (included as Exhibit 2.1 to the Company's
Current Report on Form 8-K dated March 27, 2002, and incorporated herein by
reference).

10.19 Amendment to the Stock Purchase and Sale Agreement dated as of July 29,
2002 by and among Cambex Corporation, Super PC Memory, Inc., Son T. Pham,
Simon Le and Richard G. Schaefer (included as Exhibit 10.32 to the Company's
Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002 and
incorporated herein by reference).

10.20 Securities Exchange Agreement dated as of June 28, 2002 by and between
the Company and Richard Calvert (included as Exhibit 10.33 to the Company's
Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002 and
incorporated herein by reference).

10.21 Securities Exchange Agreement dated as of June 28, 2002 by and between
the Company and H. Terry Snowday (included as Exhibit 10.34 to the Company's
Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002 and
incorporated herein by reference).

10.22 Securities Exchange Agreement dated as of June 28, 2002 by and between
the Company and The Hankins Family Trust (included as Exhibit 10.35 to the
Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002
and incorporated herein by reference).

10.23 Securities Exchange Agreement dated as of June 28, 2002 by and between
the Company and Joseph Kruy (included as Exhibit 10.36 to the Company's
Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002 and
incorporated herein by reference).

10.24 Securities Exchange Agreement dated as of June 28, 2002 by and between
the Company and SovCap Equity Partners, Ltd (included as Exhibit 10.38 to the
Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002
and incorporated herein by reference).

10.25 Lease by and between the Company and Bertech Flanders, LLC dated as of
April 24, 2003 (included as Exhibit 10.33 to the Company's Quarterly Report on
10QSB for the quarter ended March 31, 2003, and incorporated herein by
reference).

                                    A-3

25
<PAGE>

                          EXHIBIT INDEX(CONTINUED)

10.26 Purchase Agreement dated January 30, 2004 by and between Silicon
Mountain Memory Incorporated and Super PC Memory, Inc. (included as Exhibit
99.2 to the Company's Current Report on Form 8-K filed on February 5, 2004 and
incorporated herein by reference).

10.27 General Assignment dated May 21, 2004 by Super PC Memory, Inc. to
Maximum Asset Recovery Services, Inc. (included as Exhibit 10.35 to the
Company's Quarterly Report on 10QSB for the quarter ended April 4, 2004, and
incorporated herein by reference).

21.1	List of subsidiaries of the Company.

31.1 Certification as required by section 302 of the Sarbanes-Oxley Act of
2002

32.1 Certification as required by section 906 of the Sarbanes-Oxley Act of
2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United
States Code).

99.1 Consent of Sullivan Bille, P.C.

99.2 Risk Factors.
                                   A-4

26
<PAGE>

                     CAMBEX CORPORATION AND SUBSIDIARIES


                 (Information required by Part II, Item 7 and
                        Part III, Item 13 of Form 10-KSB)


                             FINANCIAL STATEMENTS

                                                                Page

Report of Independent Public Accountants                        F - 2

Consolidated Balance Sheets - December 31, 2004 and 2003        F - 3

Consolidated Statements of Operations for the Years
       Ended December 31, 2004 and December 31, 2003            F - 5

Consolidated Statements of Stockholders' Investment
       for the Years Ended December 31, 2004 and
       December 31, 2003                                        F - 6

Consolidated Statements of Cash Flows for the
       Years Ended December 31, 2004 and December 31, 2003      F - 7

Notes to Consolidated Financial Statements                      F - 8







                                    F-1

27
<PAGE>

                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of Cambex Corporation

We have audited the accompanying consolidated balance sheet of Cambex
Corporation (a Massachusetts corporation) and subsidiaries as of December 31,
2004 and 2003, and the related consolidated statements of operations,
stockholders' investment and cash flows for the years then ended.  These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the consolidated financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Cambex
Corporation and subsidiaries as of December 31, 2004 and 2003 and the results
of their operations and their cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States
of America.


                                 SULLIVAN BILLE, P.C.
                                 CERTIFIED PUBLIC ACCOUNTANTS

Tewksbury, Massachusetts
March 2, 2005





                                                    F-2

28
<PAGE>

                       CAMBEX CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                       DECEMBER 31, 2004 AND DECEMBER 31, 2003

                                      ASSETS

                                                DECEMBER 31,   DECEMBER 31,
                                                     2004          2003


CURRENT ASSETS:

   CASH AND CASH EQUIVALENTS                    $   313,770   $   268,807

   ACCOUNTS RECEIVABLE,
   Less Reserves of $29,000
   in 2004 and $120,000 in 2003                     297,705       765,931


   INVENTORIES                                      152,262       316,514

   PREPAID EXPENSES                                  76,301       111,322

      TOTAL CURRENT ASSETS                      $   840,038   $ 1,462,574

PROPERTY AND EQUIPMENT, at cost:
   MACHINERY AND EQUIPMENT                      $   416,468   $   436,148
   FURNITURE AND FIXTURES                            14,186        14,186
                                                $   430,654   $   450,334

 LESS - ACCUMULATED DEPRECIATION                    430,654       441,635

 NET PROPERTY AND EQUIPMENT                     $      -      $     8,699

OTHER ASSETS
      GOODWILL                                  $      -      $   257,372
      OTHER                                            -           37,830

        TOTAL OTHER ASSETS                      $      -      $   295,202

  TOTAL ASSETS                                  $   840,038   $ 1,766,475

The accompanying notes are an integral part of these consolidated financial
statements.


                                       F-3

29
<PAGE>

                          CONSOLIDATED BALANCE SHEETS

                     DECEMBER 31, 2004 AND DECEMBER 31, 2003

                    LIABILITIES AND STOCKHOLDERS' INVESTMENT

                                                DECEMBER 31,     DECEMBER 31,
                                                    2004             2003

CURRENT LIABILITIES:
LOAN AGREEMENT                                $     791,923  $   1,033,016
LINE OF CREDIT                                         -           525,520
NOTES PAYABLE                                       724,643        784,669
ACCOUNTS PAYABLE                                    275,263        843,775
OBLIGATIONS FOR TRADE-IN MEMORY                     240,000        240,000
OTHER LIABILITIES                                 1,369,019      1,815,805
ACCRUED EXPENSES                                  1,763,028      1,992,173

 TOTAL CURRENT LIABILITIES                    $   5,163,876  $   7,234,958


STOCKHOLDERS' INVESTMENT:
PREFERRED STOCK, $ 1.00 PAR VALUE PER SHARE
AUTHORIZED - 3,000,000 SHARES
 SERIES A - ISSUED -  98,223 shares           $      98,223  $      98,223
 SERIES B - ISSUED - 147,240 shares                 147,240        147,240

COMMON STOCK, $ .10 PAR VALUE PER SHARE
AUTHORIZED - 25,000,000 SHARES
 ISSUED - 19,865,609 shares                       1,986,561      1,986,561
CAPITAL IN EXCESS OF PAR VALUE                   20,498,545     20,498,545
ACCUMULATED OTHER
   COMPREHENSIVE INCOME                                -           100,528
RETAINED EARNINGS (DEFICIT)                     (26,165,436)   (27,410,609)
LESS - COST OF SHARES OF COMMON STOCK
       HELD IN TREASURY - 1,545,258 shares         (888,971)      (888,971)

TOTAL STOCKHOLDERS' INVESTMENT                $  (4,323,838) $  (5,468,483)
TOTAL LIABILITIES AND
 STOCKHOLDERS' INVESTMENT                     $     840,038  $   1,766,475

The accompanying notes are an integral part of these consolidated financial
statements.

                                   F-4

30
<PAGE>

                      CAMBEX CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE YEARS ENDED DECEMBER 31, 2004 AND DECEMBER 31, 2003


                                                Year Ended    Year Ended
                                               December 31,  December 31,
                                                    2004         2003


REVENUES                                         $ 3,317,029 $ 9,527,643
COST OF SALES                                      1,182,450   5,672,534

Gross profit                                     $ 2,134,579 $ 3,855,109

OPERATING EXPENSES:
   Research and development                      $   689,853 $   660,075
   Selling                                           517,346   2,365,326
   General and administrative                        479,287     555,980
   Total operating expenses                      $ 1,686,486 $ 3,581,381

OPERATING INCOME                                 $   448,093 $   273,728

OTHER INCOME (EXPENSE)
   Gain on sale of customer
    information and rights                           792,628        -
   Loss on discontinuance of operations           (  275,161)       -
   Other                                             279,613  (  153,510)

INCOME BEFORE INCOME TAXES                       $ 1,245,173 $   120,218
   Provision for income taxes                           -           -

NET INCOME                                       $ 1,245,173 $   120,218
OTHER COMPREHENSIVE INCOME, NET OF TAX:
   Foreign currency translation adjustments       (  100,528) (    1,246)

TOTAL COMPREHENSIVE INCOME                       $ 1,144,645 $   118,972

BASIC AND DILUTED INCOME PER COMMON SHARE        $      0.07 $      0.01

Weighted Average Common Shares Outstanding        18,320,000  18,320,000
Weighted Average Common and Common
Equivalent Shares Outstanding                     18,320,000  18,320,000

The accompanying notes are an integral part of these consolidated financial
statements.

                                    F-5

31
<PAGE>

                         CAMBEX CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
               FOR THE YEARS ENDED DECEMBER 31, 2004 AND DECEMBER 31, 2003

                  Common Stock  Capital in  Accumulated  Retained   Cost of
                     $.10       Excess of     Other      Earnings Shares of
                   Par Value    Par Value  Comprehensive (Deficit)Common Stock
                                               Income                Held in
                                                                    Treasury

BALANCE AT
 DECEMBER 31, 2002    $1,986,561 $20,498,545 $101,774 $(27,530,827)$(888,971)

ADD:
Net income                  -           -        -         120,218      -
Translation adjustment      -           -      (1,246)        -         -

BALANCE AT
 DECEMBER 31, 2003    $1,986,561 $20,498,545 $100,528 $(27,410,609)$(888,971)

ADD:
Net income                  -           -        -       1,245,173      -
Translation adjustment      -           -    (100,528)        -         -
                            -           -                               -

BALANCE AT
 DECEMBER 31, 2004    $1,986,561 $20,498,545 $   -    $(26,165,436)$(888,971)





                        Series A             Series B
                      Preferred Stock    Preferred Stock
                      $1.00 Par Value    $1.00 Par Value

BALANCE AT
 DECEMBER 31, 2002,
 DECEMBER 31, 2003
 AND DECEMBER 31, 2004  $ 98,223           $ 147,240



The accompanying notes are an integral part of these consolidated financial
statements.

                                         F-6

32
<PAGE>

                       CAMBEX CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOW
               FOR THE YEARS ENDED DECEMBER 31, 2004 AND DECEMBER 31, 2003

	                                           Year Ended    Year Ended
                                                 December 31,  December 31,
                                                    2004         2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                         $ 1,245,173 $   120,218
Adjustments to reconcile net income to net
cash provided by(used in)operating activities:
 Depreciation                                      $       866 $    15,713
 Amortization of prepaid expenses                       12,381       9,550
 Gain on sale of customer information and rights    (  792,628)       -
 Loss on discontinuance of subsidiary's operations     275,161        -
Change in assets and liabilities:
  Accounts receivable                                  504,118     568,443
  Inventory                                            154,778      48,337
  Prepaid expenses                                      22,640  (   51,919)
  Other assets                                          37,830        -
  Accounts payable                                  (   99,440) (  496,703)
  Accrued expenses                                  (   11,963)    375,309
  Other liabilities                                 (  446,786) (  727,376)
     Total adjustments                             $(  343,043)$(  258,646)
Net cash provided by(used in) operating activities $   902,130 $(  138,428)

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of equipment, net                       $      -    $      -
 Proceeds from sale of customer information
  and rights                                            70,000        -
 Net cash provided by(used in)investing activities $    70,000 $      -

CASH FLOWS FROM FINANCING ACTIVITIES:
 Increase(decrease) in notes payable               $(   60,026)$   140,000
 Net borrowings(repayments) under line of credit    (  525,520) (  276,577)
 Net borrowings(repayments) under loan agreement    (  241,093)        147
 Net cash provided by
 (used in) financing activities                    $(  826,639)$(  136,430)
 Effect of exchange rate changes on cash            (  100,528) (    1,246)
 Net increase (decrease) in
  cash and cash equivalents                        $    44,963 $(  276,104)
 Cash and cash equivalents at beginning of year        268,807     544,911
 Cash and cash equivalents at end of year          $   313,770 $   268,807

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                         $    37,702 $    73,010
  Income Taxes                                            -           -
Non-cash financing and investing activities:
 Sale of customer information and rights           $   980,000 $      -
 Accounts payable converted into notes payable            -        216,669




The accompanying notes are an integral part of these consolidated financial
statements.
                                                                F-7

33
<PAGE>

                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         December 31, 2004 and 2003

(1)   Business Operations

We are a designer and supplier of data storage products and solutions.  Our
products include memory for computing systems and fibre channel connectivity
and storage products used to build storage area networks (SANs).

We sell our products to OEMs, resellers and directly to end-users. In 2003 and
2004, our largest customers included Hewlett-Packard, StorageTek and Lockheed
Martin.

In the year ended December 31, 2003, our top five customers accounted
for approximately 23% of our total net revenues, and, in the year ended
December 31, 2004, our top five customers accounted for approximately 36% of
our total net revenues. During 2003, no customer exceeded 10% of total
revenues. During 2004, two customers exceeded 10% of total revenues. There is
no assurance that current customers will remain our customers in the future
and the loss of a major customer could have a material effect on our business.


(2)   Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
Cambex Corporation and its wholly-owned subsidiaries. As of December 31, 2004,
all remaining subsidiaries are inactive. All material intercompany
transactions and balances have been eliminated in consolidation.

Revenue Recognition

We manufacture equipment for sale or lease.  We follow the guidance in Staff
Accounting Bulletin ("SAB") 104 in applying generally accepted accounting
principles to revenue recognition in consolidated financial statements. We
include items in revenue when the following criteria are met: persuasive
evidence of an arrangement exists, delivery has occurred or services have been
rendered, our price to the buyer is fixed or determinable and collectibility
is reasonably assured. The "obligations for trade-in memory" were determined
in each contract when we took mainframe memory in trade when we installed our
mainframe memory in our customers' computers. The amount remaining in this
account is an obligation for product credit which was established when
mainframe memory was traded-in for the purchase of memory.

Inventories

Inventories, which include materials, labor and manufacturing overhead, are
stated at the lower of cost (first-in, first-out) or market and consist of the
following:
                                         December 31,       December 31,
                                             2004               2003

     Raw materials                     $   119,301        $   238,092
     Work-in-process                        28,274             42,866
     Finished goods                          4,687             35,556
            Total                      $   152,262        $   316,514

                                                  F-8

34
<PAGE>

                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         December 31, 2004 and 2003

                                 (Continued)

(2)   Summary of Significant Accounting Policies - Continued

Property and Equipment

We provide for depreciation and amortization on a straight- line basis to
amortize the cost of property and equipment over their estimated useful lives
as follows:

             Machinery and equipment         3- 8 Years
             Furniture and fixtures          3- 8 Years

Maintenance and repair items are charged to expense when incurred; renewals or
betterments are capitalized.

If property is sold or otherwise disposed of, our policy is to remove the
related cost and accumulated depreciation from the accounts and to include any
resulting gain or loss in income.

Depreciation expense of $866 and $15,713, was recorded for the periods ended
December 31, 2004 and December 31, 2003, respectively.

Net Income Per Common Share

Basic income per share amounts are based on the weighted average number of
common shares outstanding during each year. Diluted income per share amounts
are based on the weighted average number of common shares and common share
equivalents outstanding during each year to the extent such equivalents have a
dilutive effect on the income per share.

For the years ended December 31, 2004 and 2003, common share equivalents
(options, warrants and convertible preferred stock) were not included in
diluted income per share because the inclusion of the common stock equivalents
would have had an antidilutive effect on the computation of diluted income per
share.

Cash and Cash Equivalents

Cash and cash equivalents are recorded at cost which approximates market value
and includes instruments purchased with maturities of less than three months.

Stock Options

Proceeds from the sale of newly issued stock to employees under our stock
option plans are credited to common stock to the extent of par value and the
excess to capital in excess of par value.

Disclosures about the Fair Value of Financial Instruments

Our financial instruments consist mainly of cash, cash equivalents, accounts
receivable, accounts payable, notes payable, a line of credit and a revolving
credit agreement.  The carrying amounts of these financial instruments
approximate their fair value due to the short-term nature of these
instruments.
                                     F-9

35
<PAGE>

                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    December 31, 2004 and 2003

                                 (Continued)

(2)   Summary of Significant Accounting Policies - Continued

Use of Estimates

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities as of the date of the
consolidated financial statements, and the reported amounts of income and
expenses during the reporting periods.  Actual results could differ from those
estimates.

Goodwill and Other Intangible Assets

In accordance with Financial Accounting Standards (SFAS) No. 142, goodwill
cannot be amortized. However, a test for impairment must be performed
annually, or immediately, if events or changes in circumstances indicate that
such an impairment could exist. The goodwill impairment test has two steps. We
identify potential impairments by comparing the fair value of the reporting
unit with its book value, including goodwill. If the fair value exceeds the
book value, goodwill is considered not impaired and the second step of the
impairment test is not necessary. If the book value exceeds its fair value,
the second step calculates the possible impairment loss by comparing the
implied fair value of goodwill with the carrying amount. If the implied
goodwill is less than the carrying amount, a write-down is recorded. As of
December 31, 2004, the Company no longer has goodwill.

Foreign Currency Translation

The financial statements of the Company's foreign subsidiaries are generally
measured using the local currency as the functional currency. Net exchange
gains or losses resulting from the translation of the financial statements of
foreign operations are recorded as a separate component of stockholders'
investment as other comprehensive income in accordance with SFAS No. 130,
"Reporting Comprehensive Income". As the Company's subsidiaries are no longer
active, the other comprehensive income balance was reversed in 2004.

Segment Reporting

SFAS No. 131, "Disclosure about Segments of an Enterprise and Related
Information," became effective for periods beginning after December 31, 1997.
This statement requires the presentment of information about the identifiable
components comprising an enterprise's business activities.

We have determined that there are no separately reportable operating segments
and, therefore, do not present separate reporting segments in the consolidated
financial statements.


                                     F-10

36
<PAGE>

                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    December 31, 2004 and 2003

                                 (Continued)

(2)   Summary of Significant Accounting Policies - Continued

Stock-Based Compensation

SFAS No. 123, "Accounting for Stock-Based Compensation", encourages but does
not require companies to record compensation cost for stock-based employee
compensation plans at fair value.  We have chosen to continue to account for
such plans using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25.  Accordingly, compensation cost for stock
options is measured as the excess, if any, of the quoted market price of our
stock at the date of grant over the exercise price of the stock (See Note 8).

Recently Issued Accounting Pronouncements

In November 2004, the Financial Accounting Standards Board issued SFAS
No. 151, "Inventory Costs, an Amendment of ARB No. 43, Chapter 4." SFAS No.
151 amends Accounting Research Bulletin No. 43, Chapter 4, to clarify that
abnormal amounts of idle facility, freight, handling costs and wasted
materials (spoilage) should be recognized as current period charges. In
addition, this statement requires that allocation of fixed production
overheads to the costs of conversion be based on the normal capacity of the
production facilities. This statement is effective for inventory costs
incurred in the first annual reporting period beginning after June 15, 2005.
Management does not believe the adoption of SFAS No. 151 will have a material
impact on the Company's financial position or results of operations.

In December 2004, the Financial Accounting Standards Board issued SFAS No.
123R "Share-Based Payment", which replaces SFAS No. 123 and supersedes APB
Opinion No. 25. SFAS No. 123R will require the compensation cost relating to
share-based payment transactions to be recognized in financial statements. The
cost will be measured based on the fair value of the equity or liability
instruments issued. SFAS No. 123R is effective for small business issuers in
the first interim or annual reporting period that begins after December 15,
2005. Management does not believe the adoption of SFAS No. 123R will have a
material impact on the Company's financial position or results of operations.

In December 2004, the Financial Accounting Standards Board issued
SFAS No. 153, "Exchange of Nonmonetary Assets", which is an amendment to APB
Opinion No. 29. The guidance in APB Opinion No. 29, "Accounting for
Nonmonetary Transactions", is based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of the assets
exchanged. The guidance in that opinion, however, included certain exceptions
to that principle. This statement amends APB Opinion No. 29 to eliminate the
exception for nonmonetary exchanges of similar productive assets and replaces
it with a general exception for exchanges of nonmonetary assets that do not
have commercial substance. A nonmonetary exchange has commercial substance if
the future cash flows of the entity are expected to change significantly as a
result of the exchange. The adoption of SFAS No. 153 is not expected to have a
material impact on our financial position or results of operations.


                                     F-11

37
<PAGE>

                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    December 31, 2004 and 2003

                                 (Continued)

(3)  Income Taxes

In accordance with SFAS No. 109, "Accounting For Income Taxes", deferred tax
assets and liabilities are determined based on the difference between the
financial statement and tax basis of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.

The following table presents a reconciliation between taxes provided at the
statutory federal income tax rate and the actual tax provision recorded for
the following periods:

                              Year ended      Year ended
                               December        December
                                 2004            2003

Provision (credit) at
federal statutory rate        $  423,400      $   40,900

State tax provision
(credit), net of federal
tax benefit                       68,100           7,700

Change in valuation
allowances                      (382,000)        (49,000)

Other                           (109,500)            400
                              $    -0-        $    -0-



We have federal net operating loss carryovers totalling $25,300,000 which
expire through the year ended December 31, 2023.



                                             F-12

38
<PAGE>

                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        December 31, 2004 and 2003

                                 (Continued)


(3)   Income Taxes - Continued


The tax effects of the significant items which comprise the deferred tax
liability and tax asset, as of fiscal 2004 and 2003 are as follows:

                                   December       December
                                     2004           2003

Assets
Reserves not currently deductible
 for tax purposes                  $   620,000    $   769,000
State tax net operating loss
 carryforward                        2,469,000      2,485,000
Federal net operating loss
 carryforward                        7,790,000      7,841,000
Employee benefits                       28,000         56,000
Other                                        0         36,000

 Total deferred tax assets         $10,907,000    $11,187,000

Liabilities
Other                              $         0    $   103,000

 Total deferred tax liabilities    $         0    $   103,000

Net deferred tax asset             $10,907,000    $11,290,000
Valuation allowance                (10,907,000)   (11,290,000)
Tax asset                                   0             0

Tax refunds receivable                      0             0

Total tax asset                             0             0

Due to the uncertainty of the realizability of the deferred tax assets, we
have established a valuation allowance for the net deferred tax assets.




                                           F-13

39
<PAGE>

                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         December 31, 2004 and 2003

                                 (Continued)

(4)   Short Term Borrowings

We have a loan and security agreement with a related party referred to in Note
11. The outstanding balance due to the related party was $791,923 and
$1,033,016 at December 31, 2004 and 2003, respectively.

Notes payable of $724,643 at December 31, 2004 and $784,699 at December 31,
2003 include $475,000 of advances payable which are due on demand. The
$475,000 of advances payable includes amounts of $375,000 from related
parties. These notes are further described in Note 10. The balances of
$249,643 and $309,669 as of December 31, 2004 and December 31, 2003 include
$99,643 and $159,669, respectively, of accounts payable converted to notes
payable and $150,000 of series 1 bridge financing notes issued in 2000.

The series 1 bridge financing notes bore interest at the rate of 8% per annum
prior to maturity. Since maturity, interest is accruing on these notes at a
rate of 12% per annum. These bridge notes are convertible into shares of our
common stock at any time at a weighted average per share price of $4.08.
Following conversion of the bridge notes, if Arab Commerce Bank Ltd. does not
realize at least a 20% gain on shares of common stock that they choose to sell
during the 90 days following conversion, then Arab Commerce Bank Ltd. is
entitled to acquire additional shares of common stock at a price of $0.10 per
share through the exercise of repricing warrants.  In addition to these bridge
notes and the attached repricing warrants, we issued warrants to purchase
300,000 shares of common stock. These warrants have a weighted average
exercise price of $4.54 per share. There is no value associated with these
warrants recorded on our books.


(5)   Earnings Per Share

Earnings per share are computed by dividing net income by the average number
of common shares and common stock equivalents outstanding during the year. The
weighted average number of common shares outstanding during the years ended
December 31, 2004 and 2003 were approximately 18,320,000.

Common stock equivalents include the net additional number of shares that
would be issuable upon the exercise of the outstanding common stock options
and warrants (see Note 8) and conversion of preferred stock, assuming that we
reinvested the proceeds to purchase additional shares at market value. Common
stock equivalents also include shares of common stock that would be issuable
upon conversion of subordinated promissory convertible notes.

Options and warrants to purchase 6,036,865 and 8,096,029 weighted average
shares of common stock during the years ended December 31, 2004 and December
31, 2003, respectively, were not included in the computation of diluted income
per share because to do so would have had an antidilutive effect on the
computation of income per share. Weighted average shares issuable from
convertible notes of 24,630 were not included in the diluted earnings per
share because to do so would have had an antidilutive effect on the
computation of earnings per share.

                                               F-14

40
<PAGE>

                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     December 31, 2004 and 2003

                                 (Continued)

(5)   Earnings Per Share - Continued

As more fully described in Note 8, options and warrants to purchase 4,714,903
and 7,434,403 shares of common stock outstanding at December 31, 2004 and
2003, respectively, and 24,630 shares of common stock issuable upon conversion
of notes outstanding at December 31, 2004 and 2003 could potentially dilute
basic income (loss) per share in the future.


(6) Preferred Stock

We are authorized to issue up to 3,000,000 shares of preferred stock, $1.00
par value per share, of which 245,463 shares are issued and outstanding as of
December 31,2004. Of the 245,463 preferred shares outstanding, 98,223 shares
are Series A Convertible Preferred shares and 147,240 shares are Series B
Convertible Preferred shares. Both the Series A and Series B Convertible
Preferred shares have a dividend rate of 12%, when and if declared by the
Company's Board of Directors. Holders of shares of both Series A and Series B
Preferred stock are not entitled to any voting rights for any shares of Series
A or Series B Preferred stock which they hold.  Both the Series A and Series B
Preferred Stock are convertible into shares of common stock, at any time at
the holder's option. The holder's of the 98,223 shares of Series A Preferred
Stock could convert their preferred shares into 982,230 shares of common
stock. The 147,240 shares of Series B Preferred stock are convertible into up
to a total of 1,525,939 shares of our common stock. The holders of the Series
B Convertible Preferred stock were granted registration rights for the
underlying common stock into which the Preferred is convertible. In 2005,
30,000 shares of Preferred Stock were converted into 408,838 shares of common
stock.


(7)   Commitments and Contingencies

At December 31, 2004, we had minimum rental commitments under long-term,
noncancelable operating leases for facilities and other equipment as follows:

            Due during Fiscal Year


                  2005              $  163,916
                  2006                 176,148
                  2007                 177,371
                  2008                 183,488
                  2009                  91,744

                  Total             $  792,667

Total rental expense, including the cost of short-term equipment leases, real
estate taxes and insurance paid to the landlord and charged to operations
approximated $201,000 for the year ended December 31, 2004 and $562,000 for
the year ended December 31, 2003.

                                     F-15
41
<PAGE>

                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   December 31, 2004 and 2003

                                 (Continued)

(7)   Commitments and Contingencies - Continued

In the ordinary course of business, we are involved in legal proceedings.  We
believe that the outcome of these proceedings will not have a material adverse
effect on our financial condition or results of operations.


(8)   Stock Options and Warrants

On March 24,1987, we established the 1987 Stock Option Plan and 32,800 options
to purchase shares of our common stock were outstanding as of December 31,
2004. On March 7, 1997, we established the 1997 Stock Option Plan. As of
December 31, 2004, there were 464,000 options to purchase shares of our common
stock outstanding under the 1997 Plan. On November 12, 1999, the 1997 Plan was
cancelled. On November 12, 1999, we established and on December 23, 1999,
shareholders approved the Year 2000 Equity Incentive Plan. The Year 2000
Equity Incentive Plan provides for the issuance of up to 1,500,000 shares of
our common stock and 617,000 options to purchase shares of our common stock
were outstanding as of December 31, 2004. The Year 2000 Equity Incentive Plan
replaces the 1997 Plan for all future options. At December 31, 2004, we had
three stock option plans for officers and certain employees under which
1,996,800 shares were reserved and options for 883,000 shares were available
for future grants.  Options are granted at not less than 85%, or in certain
cases, not less than 100%, of the fair market value of the common stock on the
date of grant.  Options outstanding have a term of ten years and become
exercisable in installments as determined by the Board of Directors. The
plans' options vest between one through six years and all expire between March
4, 2006 and November 11, 2014.

Stock option activity for the two years ended December 31, 2004 was as
follows:

Option Shares                        Number of shares      Option Price
                                     of common stock       per share
                                     covered by options


	Outstanding at December 31, 2002  1,594,120          $.12  -   5.30

	Granted                             200,000           .47
	Exercised, cancelled or
	    Expired                        (485,820)          .12  -    .47
	Outstanding at December 31, 2003  1,308,300          $.12  -  $5.30

	Granted                              20,000           .06
	Exercised, cancelled or
	    Expired                        (214,500)          .12  -    .45
	Outstanding at December 31, 2004  1,113,800          $.06  -  $5.30

As of December 31, 2004 and 2003, options for 812,400 and 750,500 shares were
exercisable at aggregate option prices of $556,696 and $486,716, respectively.

                                     F-16

42
<PAGE>

                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   December 31, 2004 and 2003

                                 (Continued)

(8)   Stock Options and Warrants - Continued

Had compensation cost for these plans been determined consistent with SFAS No.
123, our net income(loss) and income(loss) per share would have been changed
to the following pro forma amounts:

                                      Year ended    Year ended
                                     December 31,  December 31,
                                          2004         2003

Net Income: As Reported (000's)             1,245          120
            Pro Forma                       1,192           60

Basic and Diluted EPS: As Reported           0.07         0.01
                       Pro Forma             0.07         0.00


The fair value of each option grant is estimated on the date of the grant
using the Black-Scholes option pricing model with the following assumptions
for grants in the periods presented. No amounts are included for 2003 because
all options granted during the year were cancelled prior to year-end.

                                     Year ended    Year ended
                                     December 31,  December 31,
                                        2004           2003
Assumptions:
      Risk free interest rate          3.53%           N/A
      Expected dividend yield             0%           N/A
      Expected life in years             10            N/A


As of December 31, 2004 and 2003, warrants to purchase 3,601,103 and 6,126,103
shares of common stock at weighted average prices of $1.02 per share were
outstanding and an equal number of shares were reserved for issuance.


                                         F-17

43
<PAGE>

                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   December 31, 2004 and 2003

                                 (Continued)

 (9)   Incentive Bonus Plan and 401(k) Profit Sharing Retirement Plan

We have an incentive bonus plan under which certain key employees as a group
are entitled to receive additional compensation up to a maximum of 15% of our
pre-tax income, as defined.  There was a $25,000 provision for additional
compensation in 2004 and no provision for additional compensation in 2003.

On September 1, 1988, we established the Cambex Corporation 401(k) Profit
Sharing Retirement Plan (the Plan).  Under the Plan, employees are allowed to
make pre-tax retirement contributions.  In addition, we may provide matching
contributions based on pre-established rates. Each year the Board of Directors
determines whether matching contributions will be made and in what amounts.
There was no matching contribution in 2004 or 2003.

We offer no post-retirement benefits other than those provided under the Plan.


(10)  Related Party Transactions

On November 9, 1998, we entered into a Loan and Security Agreement with
B.A. Associates, Inc. (BAA), which is a corporation owned Bruce D. Rozelle, a
son-in-law  of Joseph F. Kruy, our Chairman, President and Chief Executive
Officer.  This Loan and Security Agreement, as amended by a First Amendment to
Loan and Security Agreement dated March 15, 1999, and further amended through
December 27, 2001 (as so amended, the "BAA Loan Agreement"), allows us to
borrow up to  $1,100,000, which is the maximum that may be outstanding at any
one time. Under the BAA Loan Agreement, we granted BAA a first priority
security interest in all of our accounts, instruments, documents, general
intangibles, equipment, inventory, and proceeds of any of the foregoing.  We
pay all amounts that we receive from collections of our accounts receivable to
BAA not less frequently than each week until the outstanding loan amount plus
interest, which accrues at a 12% annual rate, is fully paid.  Under the terms
of the BAA Loan Agreement, originally BAA received a warrant for the purchase
of 1.3 million shares of common stock, at an exercise price of $0.22 per
share.  In consideration for increasing the amount of available funds, the
Company agreed to issue an additional warrant to BAA for the purchase of
400,000 shares of our common stock, at an exercise price of $1.25 per share.
We believe that the borrowing arrangements we made with BAA were on terms at
least as favorable to us as we would have expected from lenders unrelated to
us and relatives of Mr. Kruy.


                                   F-18

44
<PAGE>

                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     December 31, 2004 and 2003

                                 (Continued)

(10)  Related Party Transactions - Continued

In April through July 2002, we borrowed $125,000 from Joseph F. Kruy and
$50,000 from Richard E. Calvert.  We also entered into separate Loan and
Security Agreements with Messrs. Kruy and Calvert. Our payment obligations
under these Loan and Security Agreements (the "2002 Loan Agreements") are
evidenced by 12% Notes due in April through July 2003.  Under the 2002 Loan
Agreements, we granted each of Messrs. Kruy and Calvert a first priority
security interest in all of our accounts, instruments, documents, general
intangibles, equipment, inventory, and proceeds of any of the foregoing.
Under the terms of the 2002 Loan Agreements, Messrs. Kruy and Calvert received
a warrant to purchase up to one share of common stock for each dollar loaned
to us, at an exercise price of $0.25 per share. We believe that the borrowing
arrangements we made with Mr. Kruy and others were on terms at least as
favorable to us as we would have expected from lenders unrelated to us.

In June through August 2003, we borrowed $200,000 from Joseph F. Kruy.  We
also entered into Loan and Security Agreements with Mr. Kruy. Our payment
obligations under these Loan and Security Agreements (the "2003 Loan
Agreements") are evidenced by 12% Notes due in June through August 2004.
Under the 2003 Loan Agreements, we granted Mr. Kruy a first priority security
interest in all of our accounts, instruments, documents, general intangibles,
equipment, inventory, and proceeds of any of the foregoing. We believe that
the borrowing arrangements we made with Mr. Kruy were on terms at least as
favorable to us as we would have expected from lenders unrelated to us.
As of December 31, 2004, the balance outstanding under these Loan Agreements
is $475,000 of which $325,000 is owed to Joseph F. Kruy and $50,000 is owed to
Richard E. Calvert.


(11)Purchase Agreement

On January 30, 2004, Super PC Memory, Inc., a wholly-owned subsidiary of
Cambex Corporation, entered into an agreement with Silicon Mountain Memory
Incorporated, a privately-held company, pursuant to which Silicon Mountain
Memory Incorporated purchased a portion of Super PC Memory's customer
information and rights to do business with said customers with respect to
Wintel products. Sales to said customers with respect to Wintel products was a
substantial portion of our revenues in 2003 and 2002. These sales were sales
with lower gross margins. The total purchase price is $1,050,000 subject to
allocation as to cash or note payments, the exact amount and terms
of payment is dependent upon the revenues generated by Silicon Mountain Memory
from Super PC Memory customers. The first payment of $35,000 was received at
closing. According to terms of the agreement, beginning on May 15, 2004, and
on or before the 15th of each month, Silicon Mountain Memory will make a
payment to Super PC Memory based upon gross profit for the preceding month
according to the following formula: if the gross profit is less than $100,000,
the payment will be 25% of gross profit; if the gross profit is between
$100,000 and $140,000, the payment will be $35,000; and if the gross profit is
in excess of $140,000, the payment will be 35% of gross profit. A payment of
$35,000 was received in May. The Company recorded other income of $792,628
from this transaction during the quarter ended April 4, 2004.

                                                F-19

45
<PAGE>

                     CAMBEX CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   December 31, 2004 and 2003

                                 (Continued)

(12)Discontinuance of Super PC Memory, Inc. Operations

On May 21, 2004, the Company's Super PC Memory, Inc. subsidiary discontinued
its operations and executed an Assignment for the Benefit of Creditors.  The
purpose of the Assignment is to provide an orderly liquidation of Super PC's
assets and distribution of the proceeds to Super PC's creditors.  Super PC's
assets primarily consist of inventory, receivables, fixed assets and a
Purchase Agreement for the sale of Super PC's customer base relating to Wintel
Products and rights to do business with said customers. The Company recorded a
loss of $275,161 during the quarter ended April 4, 2004 on this transaction.

The Assignee is Maximum Asset Recovery Services, Inc., a Los Angeles,
California based financial consulting and management firm.  Maximum Asset
Recovery Services, Inc. has no relationship to Super PC Memory, Cambex
Corporation or any of their affiliates.

The Company acquired Super PC Memory in March 2002. Super PC Memory incurred
substantial operating losses in fiscal year 2003 and fiscal year 2004 to date.
Due to unfavorable memory market conditions, Super PC's cost structure could
not be supported by the revenues and gross profit Super PC could generate.
Consequently, Super PC Memory executed an Assignment for the Benefit of
Creditors. Cambex Corporation and its other subsidiaries are unaffected by the
Super PC Memory action. However, the Assignment will significantly reduce the
Company's revenues. On the other hand, it also will reduce its operating costs
and positively impact its cash flow.



                                      F-20

46
<PAGE>

                                  SIGNATURES



Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


CAMBEX CORPORATION


By:   /s/Joseph F. Kruy
         Joseph F. Kruy, President                        March 30, 2005



Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities indicated as of March 30, 2005.


By:   /s/   Joseph F. Kruy
            Joseph F. Kruy, Chairman of the Board, President
            (Principal Executive Officer)


By:   /s/   Robert J. Spain
            Robert J. Spain, Director


By:   /s/   Philip C. Hankins
            Philip C. Hankins, Director


By:   /s/   C. V. Ramamoorthy
            C. V. Ramamoorthy, Director